UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2025
Commission
File Number 001-42823
Fitness
Champs Holdings Limited |
| (Exact
name of registrant as specified in its charter) |
Not
Applicable
(Translation
of Registrant’s Name Into English)
7030
Ang Mo Kio Street, Avenue 5, #04-48,
North
Star@AMK, Singapore |
|
569880 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form
40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes
☐ No ☒
If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Nasdaq
Minimum Bid Price Deficiency Letter
On
November 6, 2025, Fitness Champs Holdings Limited (the “Company”) received a letter from the Listing Qualifications staff
of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period
from September 24, 2025 to November 5, 2025, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing
Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.
Nasdaq
has provided the Company with a 180-calendar day compliance period, or until May 5, 2026, in which to regain compliance with Nasdaq continued
listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for
an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly held shares and
all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide
written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq
will provide notice that the Company’s securities will be subject to delisting.
The
Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing
requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance
that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing
requirement.
On
November 10, 2025, the Company issued a press release discussing the receipt of the deficiency letter, which is filed as exhibit 99.1
to this Form 6-K.
Exhibits
| 99.1 |
Press Release on Receipt of Nasdaq Deficiency Letter dated November 10, 2025 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
Fitness Champs Holdings Limited |
| |
|
| Date: November 10, 2025 |
By |
/s/
Joyce Lee Jue Hui |
| |
|
Joyce Lee Jue Hui |
| |
|
Chief Executive Officer
and Executive Director |
